SEC Form 4 · accession 0001408100-19-000039
Kennedy-Wilson Holdings, Inc. · KW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew Windisch
Officer — Executive Vice President
Period of report
Jan 22, 2019
Accepted (ET)
Jan 24, 2019 · 4:48 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001408100
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 22, 2019 | A | 7,563 | $0.00 | A | 572,811 | D | |
| Common StockF2,F3 | Jan 24, 2019 | A | 84,045 | $0.00 | A | 656,856 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On November 21, 2017, the reporting person was granted performance-based restricted shares pursuant to the registrant's Second Amended and Restated 2009 Equity Participation Plan (the "equity plan") that vest equally over three years if the registrant satisfies certain return on equity conditions. The return on equity performance criteria for 2018 were met, resulting in the vesting of 15,000 shares, of which 7,437 shares were withheld by the registrant to satisfy tax withholding obligations.
- F2On January 24, 2019, 84,045 shares of time-based restricted stock unit awards were granted to the reporting person pursuant to the registrant's equity plan. These time-based restricted stock units will vest in three equal annual installments beginning on the first anniversary of the grant date. On January 24, 2019, 35,901 shares of time-based restricted stock unit awards ("contingent time-based restricted stock units") were also granted to the reporting person pursuant to the registrant's equity plan. The contingent time-based restricted stock units are subject to the registrant's stockholders approving an amendment to the registrant's equity plan that increases the shares available for issuance thereunder within twelve months of the grant date. The number of contingent time-based restricted stock units will be reported on table I upon the approval of the amendment to the registrant's equity plan by its stockholders.
- F3On January 24, 2019, the reporting person was also granted performance-based restricted stock unit ("performance-based restricted stock units") pursuant to the registrant's Second Amended and Restated 2009 Equity Participation plan that will vest if the registrant satisfies certain return on equity and total shareholder return conditions. The maximum amount of performance-based restricted stock units that may vest to the reporting person is 144,432, but some or all of such units may not vest if the above-described performance conditions are not satisfied by the registrant. The number of performance-based restricted stock units that vest will be reported by the reporting person after the applicable vesting date.